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Exhibit 10(h)(xxxiii)
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION
PLAN
PERFORMANCE SHARE AWARD AGREEMENT
(Performance with two goals)
[Date]
[Name]
[Address]
In accordance with the terms of the IDACORP,
Inc. 2000 Long-Term Incentive and Compensation Plan (the "Plan"),
pursuant to action of the Compensation Committee (the "Committee")
of the Board of Directors, IDACORP, Inc. (the "Company") hereby
grants to you (the "Participant"), subject to the terms and
conditions set forth in this Performance Share Award Agreement
(including Annex A and Annex B hereto and all documents
incorporated herein by reference), an award of shares of Company
common stock that are subject to the attainment of performance
target levels ("Performance Shares") and an opportunity to earn
additional Performance Shares of Company common stock if
performance exceeds target levels, as set forth below:
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Date of Grant:
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Number of Performance Shares (the "Target Award"):
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Maximum Number of Additional Performance Shares:
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Performance Period:
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Performance Goal:
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(i) Cumulative earnings per share ("CEPS") for the Performance
Period, as reported on the Company's audited financial statements,
weighted 50% and (ii) IDACORP total shareholder return ("TSR")
relative to the Peer Group listed in Annex B for the Performance
Period, weighted 50%
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Vesting Date:
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Vesting of the Performance Shares subject to the
Target Award (if at all) shall occur as soon as administratively
practicable in the calendar year following the Performance Period
to the extent the Performance Goals are met
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Dividends:
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Dividends are accrued throughout the Performance
Period and paid as soon as administratively practicable following
the Performance Period with respect to Performance Shares subject
to the Target Award that vest and any additional Performance
Shares that are earned and distributed
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THESE PERFORMANCE SHARES ARE SUBJECT TO
FORFEITURE AS PROVIDED IN ANNEX A AND THE PLAN.
[The Participant, in consideration of this grant
of Performance Shares, by affixing his signature hereto,
specifically (i) waives any rights he may have under the definition
of Change in Control contained in Section 2.5 of the Plan, as it
was in effect prior to July 20, 2006, and hereby consents to the
use of the definition of Change in Control as amended July 20,
2006, and to the amendments made to Article 14 of the Plan on July
20, 2006, in connection with any grants made pursuant to the Plan
and still outstanding on the date hereof; (ii) waives any rights he
may have under the definition of Change in Control contained in
Section 2.6 of the Idaho Power Company Security Plan for Senior
Management Employees II, as it was in effect prior to July 20,
2006, and hereby consents to the use of the definition of Change in
Control as amended on July 20, 2006; and (iii) waives any rights he
may have under the definition of Change in Control contained in
Section 3.2 of the Idaho Power 1994 (now IDACORP, Inc.) Restricted
Stock Plan, as it was in effect prior to July 20, 2006, and hereby
consents to the use of the definition of Change in Control as
amended July 20, 2006 in connection with any grants made pursuant
to the Plan and still outstanding on the date hereof.]
Further terms and conditions of the Award are
set forth in Annex A and Annex B hereto, which are an integral part
of this Performance Share Award Agreement.
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All terms, provisions and conditions applicable
to the Award set forth in the Plan and not set forth herein are
hereby incorporated by reference herein. To the extent any
provision hereof is inconsistent with the Plan, the Plan will
govern. The Participant hereby acknowledges receipt of a copy
of this Performance Share Award Agreement including Annex A and
Annex B hereto and a copy of the Plan and agrees to be bound by all
the terms and provisions hereof and thereof.
IDACORP, Inc.
By:______________________________
Agreed :
_________________________________
Attachments: Annex A
Annex B
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ANNEX A
TO
IDACORP, Inc.
2000 LONG-TERM INCENTIVE AND COMPENSATION
PLAN
PERFORMANCE SHARE AWARD AGREEMENT
(Performance with two goals)
It is understood and agreed that the Award of Performance Shares
evidenced by the
Performance Share Award Agreement to which this is annexed is
subject to the following additional terms and conditions:
1. Nature of
Award. The Award represents the opportunity to receive shares
of Company common stock ("Shares") and cash dividends on those
Shares. The Award consists of Shares registered in your name
as of the Date of Grant, but subject to performance-based vesting
conditions ("Performance Shares"). Furthermore, if the
combined performance results exceed target levels, additional
Performance Shares are earned and distributed in proportion to this
excess as determined pursuant to Section 2 hereof. The amount
of dividends paid on Performance Shares shall be determined
pursuant to Section 4 hereof.
2.
Performance Goals and Determination of Number of Performance
Shares Earned .
The number of Performance Shares earned, if any, for the
Performance Period shall be determined in accordance with the
following formula:
# of Shares = Combined Payout Percentage X
Target Award
If the Combined Payout Percentage is not greater
than 100%, the "# of Shares" earned relates to the number of
Performance Shares subject to the Target Award that vest. To
illustrate, with a Target Award of 100 Performance Shares, a 90%
Combined Payout Percentage would result in 90% of the Target Award
vesting (90 Performance Shares). If the Combined Payout
Percentage is greater than 100%, all Performance Shares subject to
the Target Award vest and additional Performance Shares equal to
the "# of Shares" in excess of the Target Award are earned and
dist
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